EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/
10-Q, 1995-08-11
INSURANCE AGENTS, BROKERS & SERVICE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 -------------

                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended June 30, 1995                Commission File No. 0-25280
- ------------------------------------------------------------------------------


           THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
             (Exact name of registrant as specified in its charter)


 New York                                                     13-5570651
- ------------------------------------------------------------------------------
 State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)


 787 Seventh Avenue, New York, New York                          10019
- ------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code             (212) 554-1234
                                                        ----------------------


                                    None
- ------------------------------------------------------------------------------
         (Former name, former address, and former fiscal year if changed
                              since last report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports), and (2) been subject to such filing requirements
for the past 90 days.
                                                            Yes   X    No
                                                                 ---       ----


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


                                                           Shares Outstanding
            Class                                           at August 9, 1995
- ---------------------------------------------------     ----------------------
Common Stock, $1.25 par value                                   2,000,000










Page 1 of 31








     
<PAGE>





           THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                   FORM 10-Q
                      FOR THE QUARTER ENDED JUNE 30, 1995

                               TABLE OF CONTENTS



                                                                          Page #


PART I       FINANCIAL INFORMATION

Item 1:      Unaudited Consolidated Financial Statements
             o    Consolidated Balance Sheets as of June 30, 1995 and
                   December 31, 1994..................................       3
             o    Consolidated Statements of Earnings for the Three Months
                  and Six Months Ended Ended June 30, 1995 and
                  1994................................................       4
             o    Consolidated Statements of Shareholder's Equity for
                  the Six Months Ended June 30, 1995 and 1994 ........       5
             o    Consolidated Statements of Cash Flows for the Six
                  Months Ended June 30, 1995 and 1994.................       6
             o    Notes to Consolidated Financial Statements..........       7

Item 2:           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.................      13

PART II           OTHER INFORMATION

Item 1:           Legal Proceedings .................................       30

Item 6:           Exhibits and Reports on Form 8-K...................       30

     SIGNATURES .........................................................   31



                                                                           - 2 -






     
<PAGE>


     PART I  FINANCIAL INFORMATION
          Item 1:  Unaudited Consolidated Financial Statements.
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                          CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                  June 30,             December 31,
                                                                                    1995                  1994
                                                                               ----------------     ----------------
                                                                                          (In Millions)
<S>                                                                            <C>                 <C>
ASSETS
Investments:
Fixed maturities:
Held to maturity, at amortized cost.......................................    $    4,946.7         $    5,223.0
Available for sale, at estimated fair value...............................         9,577.9              7,586.0
Mortgage loans on real estate...............................................       3,691.6              4,018.0
Equity real estate..........................................................       4,412.8              4,446.4
Policy loans................................................................       1,885.9              1,731.2
Investment in and loans to affiliates.......................................         579.8                678.5
Other equity investments....................................................         644.2                560.2
Other invested assets.......................................................         651.2                489.3
                                                                              ----------------     ----------------
Total investments.......................................................          26,390.1             24,732.6
Cash and cash equivalents..............................................              731.0                693.6
Deferred policy acquisition costs......................................            3,093.0              3,221.1
Amounts due from discontinued GIC Segment..............................            2,168.6              2,108.6
Other assets...........................................................            2,150.6              2,078.6
Closed Block assets....................................................            8,333.7              8,105.5
Separate Accounts assets...............................................           22,627.2             20,469.5
                                                                              ----------------     ----------------

Total Assets...........................................................         $ 65,494.2           $ 61,409.5
                                                                              ================     ================

LIABILITIES
Policyholders' account balances........................................           21,780.6             21,238.0
Future policy benefits and other policyholders' liabilities............            3,945.2              3,840.8
Short-term and long-term debt..........................................            1,547.5              1,337.4
Other liabilities......................................................            2,766.5              2,300.1
Closed Block liabilities...............................................            9,262.5              9,069.5
Separate Accounts liabilities..........................................           22,585.0             20,429.3
                                                                              ----------------     ----------------
      Total liabilities.......................................................    61,887.3             58,215.1
                                                                              ----------------     ----------------

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value, 2.0 million shares authorized,
  issued and outstanding......................................................         2.5                  2.5
Capital in excess of par value................................................     2,913.6              2,913.6
Retained earnings.............................................................       637.3                484.0
Net unrealized investment gains (losses)......................................        56.2               (203.0)
Minimum pension liability.....................................................        (2.7)                (2.7)
                                                                              ----------------     ----------------
      Total shareholder's equity..............................................    3,606.9              3,194.4
                                                                              ----------------     ----------------

Total Liabilities and Shareholder's Equity.............................        $ 65,494.2           $ 61,409.5
                                                                              ================     ================
</TABLE>

                   See Notes to Consolidated Financial Statements.

                                                                          - 3 -






     
<PAGE>
          THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF EARNINGS
                                 (UNAUDITED)
<TABLE>
<CAPTION>
                                                           Three Months Ended                      Six Months Ended
                                                                June 30,                               June 30,
                                                -----------------------------------    -----------------------------------
                                                        1995               1994                1995               1994
                                                ----------------   ----------------    ---------------    ----------------
                                                                                 (In Millions)
<S>                                                <C>             <C>                    <C>                <C>
 REVENUES
 Universal life and investment-type
  product policy fee income.....................  $  187.6         $     177.5          $   376.9         $    354.0
 Premiums.......................................     164.1               148.1              312.5              303.3
 Net investment income..........................     534.0               510.2            1,055.1            1.015.2
 Investment gains, net..........................     3 1.8                 5.7               18.9               20.3
 Commissions, fees and other income.............     212.2               198.0              412.5              414.7
 Contribution from the Closed Block.............      28.7                35.5               57.2               74.9
                                                ----------------   ----------------    ---------------    ----------------
      Total revenues............................   1,158.4             1,075.0            2,233.1            2,182.4
                                                ----------------   ----------------    ---------------    ----------------

 BENEFITS AND OTHER DEDUCTIONS
 Interest credited to policyholders' account
  balances......................................     309.6               296.9              604.7              600.8
 Policyholders' benefits........................     274.2               214.6              520.7              463.3
 Other operating costs and expenses.............     442.9               467.9              898.4              939.2
                                                ----------------   ----------------    ---------------    ----------------
      Total benefits and other deductions......    1,026.7               979.4            2,023.8            2,003.3
                                                ----------------   ----------------    ---------------    ----------------

 Earnings before Federal income taxes and
  cumulative effect of accounting change........     131.7                95.6              209.3              179.1
 Federal income taxes...........................      37.4                27.2               56.0               46.7
                                                ----------------   ----------------    ---------------    ----------------
 Earnings before cumulative effect of
  accounting change.............................      94.3                68.4              153.3              132.4
 Cumulative effect of accounting change,
  net of Federal income taxes...................     -                   -                  -                  (27.1)
                                                ----------------   ----------------    ---------------    ----------------

 Net Earnings.................................     $  94.3           $    68.4           $  153.3           $  105.3
                                                ================   ================    ===============    ================
</TABLE>


                   See Notes to Consolidated Financial Statements.

                                                                      - 4 -






     
<PAGE>

             THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                  CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                               (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                                             June 30,
                                                                                ----------------------------------
                                                                                     1995               1994
                                                                                --------------     --------------
                                                                                           (In Millions)
<S>                                                                              <C>                <C>
  Common stock, at par value, beginning of year and end of period..............   $    2.5           $     2.5
                                                                                --------------     --------------

  Capital in excess of par value, beginning of year and end of period..........    2,913.6             2,613.6
                                                                                --------------     --------------

  Retained earnings, beginning of year.........................................      484.0               217.5
  Net earnings.................................................................      153.3               105.3
                                                                                --------------     --------------
  Retained earnings, end of period.............................................      637.3               322.8
                                                                                --------------     --------------

  Net unrealized investment (losses) gains, beginning of year..................     (203.0)              132.0
  Change in net unrealized investment gains (losses)...........................      259.2              (214.8)
                                                                                --------------     --------------
  Net unrealized investment gains (losses), end of period......................       56.2               (82.8)
                                                                                --------------     --------------

  Minimum pension liability, beginning of year.................................       (2.7)              (15.0)
  Change in minimum pension liability..........................................      -                     (.3)
                                                                                --------------     --------------
  Minimum pension liability, end of period.....................................       (2.7)              (15.3)
                                                                                --------------     --------------

  Total Shareholder's Equity, End of Period....................................   $3,606.9            $2.840.8
                                                                                ==============     ==============
</TABLE>

               See Notes to Consolidated Financial Statements.

                                                                     - 5 -






     
<PAGE>

             THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                          Six Months Ended
                                                                                              June 30,
                                                                                -----------------------------------
                                                                                      1995               1994
                                                                                ---------------    ----------------
                                                                                           (In Millions)
 <S>                                                                              <C>                 <C>
  Net earnings.................................................................   $   153.3           $  105.3
  Adjustments to reconcile net earnings to net cash provided
    by operating activities:
  Investment gains, net.......................................................        (18.9)             (20.6)
  Change in amounts due from discontinued GIC Segment.........................       -                    28.6
  General Account policy charges..............................................       (379.1)            (353.3)
  Interest credited to policyholders' account balances........................        604.7              600.8
  Changes in Closed Block assets and liabilities, net.........................        (35.2)             (47.2)
  Other, net..................................................................        335.8             (195.2)
                                                                                ---------------    ----------------

  Net cash provided by operating activities................................           660.6              118.4
                                                                                ---------------    ----------------

  Cash flows from investing activities:
   Maturities and repayments.....................................................     848.3              877.5
   Sales.........................................................................   3,748.4            3,884.5
   Return of capital from joint ventures and limited partnerships................      20.9               11.4
   Purchases.....................................................................  (5,053.0)          (4,235.4)
   Decrease (increase) in loans to discontinued GIC Segment......................   1,155.4              (40.0)
   Other, net....................................................................    (369.5)             (31.9)
                                                                                ---------------    ----------------

  Net cash provided by investing activities...................................        350.5              466.1
                                                                                ---------------    ----------------

  Cash flows from financing activities: Policyholders' account balances:
    Deposits....................................................................    1,535.1            1,029.2
    Withdrawals.................................................................   (1,495.5)          (1,496.8)
  Net increase in short-term financings.........................................      207.3                7.7
  Additions to long-term debt...................................................       -                   5.6
  Repayments of long-term debt..................................................       (5.2)              (5.6)
  Payment of obligation to fund accumulated deficit of discontinued
    GIC Segment.................................................................   (1,215.4)               -
                                                                                ---------------    ----------------

  Net cash used by financing activities.....................................         (973.7)            (459.9)
                                                                                ---------------    ----------------

  Change in cash and cash equivalents.......................................           37.4              124.6
  Cash and cash equivalents, beginning of year..............................          693.6              593.4
                                                                                ---------------    ----------------

 Cash and Cash Equivalents, End of Period...................................    $     731.0         $    718.0
                                                                                ===============    ================
 Supplemental cash flow information
  Interest Paid..............................................................   $      38.2         $     30.5
                                                                                ===============    ================
  Income Taxes Paid............................................................ $    -              $    138.9
                                                                                ===============    ================
</TABLE>

             See Notes to Consolidated Financial Statements.

                                                                         - 6 -






     
<PAGE>

             THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


1)  BASIS OF PRESENTATION

   The  accompanying   consolidated   financial  statements  are  prepared  in
conformity with GAAP and reflect, in the opinion of the Company's  management,
all adjustments  (consisting of normal,  recurring  accruals)  necessary for a
fair  presentation of the financial  position and results of operations of the
Company.  Such statements  should be read in conjunction with the consolidated
financial  statements of the Company for the year ended December 31, 1994. The
results  of  operations  for  the six  months  ended  June  30,  1995  are not
necessarily indicative of the results to be expected for the full year.

   Certain reclassifications have been made in the amounts presented for prior
periods to conform those periods with the current presentation.

 2)    ACCOUNTING CHANGES AND PRONOUNCEMENTS

     In the  first  quarter  of  1995,  the  Company  adopted  SFAS  No.  114,
"Accounting  by Creditors for  Impairment of a Loan".  SFAS No. 114 applies to
all  creditors  and  addresses  the  accounting  for  impairment  of a loan by
specifying how allowances for credit losses should be determined. SFAS No. 114
also  applies  to  all  loans  that  are   restructured  in  a  troubled  debt
restructuring  involving a  modification  of terms.  Impaired loans within the
scope of SFAS No. 114 are  measured  based on the  present  value of  expected
future cash flows  discounted at the loan's  effective  interest  rate, at the
loan's observable market price or the fair value of the collateral if the loan
is collateral dependent.  The Company provides for impairment of loans through
allowances for possible losses.  The adoption of this statement did not have a
material  effect  on  the  level  of  these  allowances  or on  the  Company's
consolidated statements of earnings and shareholder's equity.

     In the fourth  quarter of 1994  (effective  as of January 1,  1994),  the
Company  adopted  SFAS No.  112,  "Employers'  Accounting  for  Postemployment
Benefits,"  which  requires  employers to  recognize  the  obligation  for the
estimated   cost  of  providing   postemployment   benefits.   The   Company's
consolidated  financial statements for the six months ended June 30, 1994 have
been  restated  for the  adoption of SFAS No. 112 to reflect a charge of $27.1
million,  net of  Federal  income  tax  benefit  of  $14.6  million,  for  the
cumulative effect of initially applying the statement as of January 1, 1994.

     In January 1995, the FASB issued SFAS No. 120,  "Accounting and Reporting
by Mutual Life Insurance  Enterprises and by Insurance Enterprises for Certain
Long-Duration  Participating  Contracts,"  which permits stock life  insurance
companies with  participating life contracts to account for those contracts in
accordance  with  Statement  of Position  No.  95-1,  "Accounting  for Certain
Insurance Activities of Mutual Life Insurance Enterprises".  Additionally,  in
March 1995,  the FASB issued SFAS No. 121,  "Accounting  For the Impairment of
Long-Lived Assets and For Long-Lived Assets to be Disposed Of," which requires
that long-lived  assets and certain  identifiable  intangibles  being held and
used by an entity be reviewed  for  impairment  whenever  events or changes in
circumstances  indicate  that the  carrying  amount of such  assets may not be
recoverable.  Management has not yet determined whether the Company will adopt
SFAS No. 120 nor the timing or effect of adopting SFAS No. 121.

 3)         FEDERAL INCOME TAXES

     Federal  income  taxes for interim  periods have been  computed  using an
estimated  annual effective tax rate. This rate is revised,  if necessary,  at
the end of each successive  interim period to reflect the current  estimate of
the annual effective tax rate.

                                                                        - 7 -





     
<PAGE>

 4)         INVESTMENTS

       Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>
                                                                                     Six Months Ended
                                                                                         June 30,
                                                                          -----------------------------------
                                                                                  1995               1994
                                                                          ----------------    ---------------
                                                                                       (In Millions)
<S>                                                                          <C>                 <C>
      Balances, beginning of year.......................................     $     284.9         $     355.6
      Additions charged to income.......................................            47.2                30.6
      Deductions for writedowns and asset dispositions..................           (36.3)              (33.6)
                                                                          ----------------    ---------------
      Balances, End of Period...........................................     $     295.8         $     352.6
                                                                          ================    ===============

      Balances, end of period comprise:
       Mortgage loans on real estate....................................    $       55.8         $     131.4
       Equity real estate...............................................           240.0               221.2
                                                                          ----------------    ---------------
  Total.................................................................    $      295.8         $     352.6
                                                                          ================    ===============
</TABLE>

     For the  three  months  and six  months  ended  June 30,  1995 and  1994,
investment  income  is shown net of  investment  expenses  of $110.4  million,
$210.8 million, $100.8 million and $208.2 million, respectively.

     As of June 30, 1995 and December 31, 1994,  fixed  maturities in the held
to maturity  portfolio  had  estimated  fair  values of  $5,243.7  million and
$5,016.9  million,  fixed  maturities  classified  as  available  for sale had
amortized  costs of  $9,475.3  million  and  $8,044.3  million.  Other  equity
investments  included equity securities with carrying values of $126.8 million
and $134.1  million and costs of $113.2  million and $126.4 million as of June
30, 1995 and December 31, 1994, respectively.

     For the six months  ended June 30,  1995 and 1994,  proceeds  received on
sales of fixed  maturities  classified  as  available  for  sale  amounted  to
$3,630.3  million and  $3,728.4  million,  respectively.  Gross gains of $90.1
million and $28.5  million and gross losses of $41.5 million and $26.1 million
were  realized on these sales for the six months ended June 30, 1995 and 1994,
respectively.  The increase in  unrealized  investment  gains related to fixed
maturities  classified as available for sale for the six months ended June 30,
1995 amounted to $564.0 million.

     During the six months ended June 30, 1995,  one  security  classified  as
held to maturity was sold and nine  securities  classified as held to maturity
were  transferred to the available for sale portfolio.  All actions were taken
as a result of a significant deterioration in creditworthiness.  The amortized
cost of the security sold was $4.2 million.  The aggregate  amortized  cost of
the securities  transferred was $71.0 million with gross unrealized investment
losses of $5.3 million transferred to equity.

       Impaired  mortgage  loans along with the related  provision  for losses
were as follows:
<TABLE>
<CAPTION>
                                                                                            June 30, 1995
                                                                                            -----------------
                                                                                            (In Millions)
<S>                                                                                           <C>
      Impaired mortgage loans with provision for losses...................................    $      184.1
      Impaired mortgage loans with no provision for losses................................           112.7
                                                                                            -----------------
      Recorded investment in impaired mortgage loans......................................           296.8
      Provision for losses................................................................           (47.6)
                                                                                            -----------------
      Net Impaired Mortgage Loans.........................................................    $      249.2
                                                                                            =================
</TABLE>

                                                                      - 8 -





     
<PAGE>





     Impaired  mortgage loans with no provision for losses are loans where the
fair value of the collateral exceeds the recorded investment.  Interest income
earned on loans where the  collateral  value is used to measure  impairment is
recorded on a cash  basis.  Interest  income on loans where the present  value
method is used to measure  impairment  is accrued  on the net  carrying  value
amount of the loan at the  interest  rate  used to  discount  the cash  flows.
Changes in the present value  attributable  to changes in the amount or timing
of expected cash flows are reported as investment gains or losses.

     During the six months ended June 30, 1995, the Company's average recorded
investment in impaired  mortgage  loans was $317.1  million.  Interest  income
recognized on these impaired  mortgage loans totaled $10.1 million for the six
months ended June 30, 1995, including $7.6 million recognized on a cash basis.

 5)          BUSINESS SEGMENT INFORMATION
<TABLE>
<CAPTION>

                                                   Three Months Ended                  Six Months Ended
                                                        June 30,                           June 30,
                                           -------------------------------    -------------------------------
                                                  1995             1994              1995             1994
                                           --------------   --------------    --------------   --------------
                                                                      (In Millions)
<S>                                          <C>                <C>              <C>             <C>
      Revenues
      Individual insurance and annuities.    $     850.2        $    764.6       $  1,646.8    $     1,547.7
      Group pension......................           76.3              90.3            135.0            183.1
      Attributed insurance capital.......           14.0              16.9             28.6             37.3
                                           --------------   --------------    --------------   --------------
      Insurance operations...............          940.5             871.8          1,810.4          1,768.1
      Investment services................          225.5             210.3            437.4            426.4
      Consolidation/elimination..........           (7.6)             (7.1)           (14.7)           (12.1)
                                           --------------   --------------    --------------   --------------
      Total..............................    $   1,158.4       $   1,075.0       $  2,233.1     $    2,182.4
                                           ==============   ==============    ==============   ==============

      Earnings (Loss) Before Federal
      Income Taxes and Cumulative
      Effect of Accounting Change
      Individual insurance and annuities.          92.7               67.8            151.6            130.7
      Group pension......................           (.1)               3.2            (11.8)             4.9
      Attributed insurance capital.......           5.7               23.5             12.6             35.4
                                           --------------   --------------    --------------   --------------
      Insurance operations ..............          98.3               94.5            152.4            171.0
      Investment services................          40.1               29.6             69.5             65.0
                                           --------------   --------------    --------------   --------------
      Subtotal...........................         138.4              124.1            221.9            236.0
      Corporate interest expense.........          (6.7)             (28.5)           (12.6)           (56.9)
                                           --------------   --------------    --------------   --------------
      Total..............................     $   131.7          $    95.6       $    209.3        $   179.1
                                           ==============   ==============    ==============   ==============
</TABLE>


<TABLE>
<CAPTION>
                                                                              June 30,        December 31,
                                                                                1995               1994
                                                                          ----------------    ---------------
                                                                                     (In Millions)
<S>                                                                         <C>                <C>
  Assets
  Individual insurance and annuities....................................      $  47,321.4        $  44,063.4
  Group pension.........................................................          4,105.6            4,222.8
  Attributed insurance capital..........................................          1,755.2            2,609.8
                                                                          ----------------    ---------------
  Insurance operations..................................................         53,182.2           50,896.0
  Investment services...................................................         12,788.0           12,127.9
  Consolidation/elimination.............................................           (476.0)          (1,614.4)
                                                                          ----------------    ---------------
  Total.................................................................      $  65,494.2        $  61,409.5
                                                                          ================    ===============
</TABLE>


                                                                       - 9 -




     
<PAGE>





   6)    DISCONTINUED OPERATIONS

    Summarized  financial  information of the  discontinued  GIC Segment is as
follows:
<TABLE>
<CAPTION>
                                                                              June 30,          December 31,
                                                                                1995               1994
                                                                          ----------------    ---------------
                                                                                       (In Millions)
<S>                                                                          <C>              <C>
      Assets
      Mortgage loans on real estate.....................................      $   1,591.6        $   1,730.5
      Equity real estate................................................          1,186.7            1,194.8
      Other invested assets.............................................            875.7              978.8
      Other assets......................................................            534.3              529.5
                                                                          ----------------    ---------------
      Total Assets......................................................      $   4,188.3        $   4,433.6
                                                                          ================    ===============

      Liabilities
      Policyholders' liabilities........................................      $   1,677.8        $   1,924.0
      Allowance for future losses.......................................            147.5              185.6
      Amounts due to continuing operations..............................          2,168.6            2,108.6
      Other liabilities.................................................            194.4              215.4
                                                                          ----------------    ---------------
      Total Liabilities.................................................     $    4,188.3        $   4,433.6
                                                                          ================    ===============
</TABLE>

<TABLE>
<CAPTION>
                                                   Three Months Ended                  Six Months Ended
                                                        June 30,                           June 30,
                                           -------------------------------    -------------------------------
                                                  1995             1994              1995             1994
                                           --------------   --------------    --------------   --------------
                                                                    (In Millions)
<S>                                         <C>              <C>              <C>                <C>
 Revenues
 Investment income (net of investment
  expenses of $38.1, $40.1, $72.3 and
  $82.3)...................................  $  68.9           $  93.4          $  144.4           $ 194.4
 Investment (losses) gains, net.........        (5.7)             13.0             (18.9)             (5.4)
 Policy fees, premiums and other
  income, net..............................       .4               (.2)               .5               (.1)
                                           --------------   ---------------   --------------   --------------
 Total revenues.........................        63.6             106.2             126.0             188.9
 Benefits and Other Deductions..........        90.2             106.5             172.2             217.5
                                           --------------   ---------------   ------------   ---------------
 Losses Charged to Allowance for
  Future Losses............................  $ (26.6)          $   (.3)         $  (46.2)         $  (28.6)
                                           ==============   ==============    ==============   ==============
</TABLE>

    Amounts due to continuing  operations at June 30, 1995 consist of $2,168.6
    million  the   discontinued  GIC  Segment  has  borrowed  from  continuing
    operations.  Amounts due to  continuing  operations  at December  31, 1994
    consisted of $3,324.0  million borrowed by the GIC Segment from continuing
    operations,  offset by $1,215.4  million  representing  an  obligation  of
    continuing operations to provide assets to fund the accumulated deficit of
    the GIC  Segment.  In  January  1995,  continuing  operations  transferred
    $1,215.4  million  in  cash  to  the  GIC  Segment  in  settlement  of its
    obligation.  Subsequently,  the GIC Segment  remitted  $1,155.4 million in
    cash to continuing  operations  in partial  repayment of borrowings by the
    GIC Segment. No gains or losses were recognized on these transactions.

    Investment  valuation  allowances amounted to $51.9 million on mortgage
    loans and $80.1  million on equity real estate for an  aggregate of $132.0
    million at June 30,  1995.  At December  31,  1994,  valuation  allowances
    amounted to $50.2  million on mortgage  loans and $74.7  million on equity
    real estate for an aggregate of $124.9 million.

    Allowances for future losses are based upon  management's best judgment
    and there is no assurance ultimate losses will not differ.

                                                                        - 10 -






     
<PAGE>

    Investment  income includes $22.1 million and $44.1 million of interest
    on amounts due from continuing operations for the three months and the six
    months ended June 30, 1994.  Benefits and other deductions  includes $35.7
    million,  $71.4  million,  $48.2  million  and $96.5  million of  interest
    expense  related to amounts  borrowed from  continuing  operations for the
    three   months  and  the  six  months   ended  June  30,  1995  and  1994,
    respectively.

 7)         CLOSED BLOCK

    Summarized financial information of the Closed Block is as follows:
<TABLE>
<CAPTION>

                                                                               June 30,        December 31,
                                                                                 1995               1994
                                                                            ----------------    ---------------
                                                                                         (In Millions)
<S>                                                                         <C>                <C>
  Assets
  Fixed maturities:
  Held to maturity, at amortized cost (estimated fair value of
    $1,902.3 and $1,785.0)................................................    $   1,865.7         $  1,927.8
  Available for sale, at estimated fair value (amortized cost of
    $1,650.7 and $1,270.3)................................................        1,717.5            1,197.0
  Mortgage loans on real estate...........................................        1,474.2            1,543.7
  Policy loans............................................................        1,809.2            1,827.9
  Cash and other invested assets..........................................          374.1              442.5
  Deferred policy acquisition costs.......................................          851.1              878.1
  Other assets............................................................          241.9              288.5
                                                                             ----------------    ---------------
  Total Assets..........................................................      $   8,333.7         $  8,105.5
                                                                             ================    ===============

 Liabilities
 Future policy benefits and other policyholders' account balances........     $   9,134.4         $  8,965.3
 Other liabilities.......................................................           128.1              104.2
                                                                              ----------------    ---------------
 Total Liabilities.......................................................     $   9,262.5         $  9,069.5
                                                                              ================    ===============
</TABLE>
<TABLE>
<CAPTION>
                                                  Three Months Ended                  Six Months Ended
                                                       June 30,                           June 30,
                                           -------------------------------    -------------------------------
                                                 1995             1994              1995             1994
                                           --------------   --------------    --------------   --------------
                                                                      (In Millions)
<S>                                        <C>                 <C>             <C>              <C>
  Revenues
  Premiums and other income...............    $   191.4         $   203.2       $    382.5         $   406.6
  Investment income (net of investment
   expenses of $6.8, $3.7, $13.7 and
   $7.3)..................................        135.7             128.7            267.4             260.3
  Investment losses, net..................         (2.8)             (8.2)            (6.9)            (17.9)
                                           --------------   --------------    --------------   --------------
  Total revenues..........................        324.3             323.7            643.0             649.0
                                           --------------   --------------    --------------   --------------

  Benefits and Other Deductions
  Policyholders' benefits and dividends...        278.7             265.0            553.3             528.9
  Other operating costs and expenses......         16.9              23.2             32.5              45.2
                                           --------------   --------------    --------------   --------------
  Total benefits and other deductions.....        295.6             288.2            585.8             574.1
                                           --------------   --------------    --------------   --------------

  Contribution from the Closed Block.....     $    28.7          $   35.5       $     57.2          $   74.9
                                           ==============   ==============    ==============   ==============
</TABLE>

    Investment  valuation  allowances  amounted  to $38.2  million  and  $46.2
    million on mortgage loans and $2.8 million and $2.6 million on equity real
    estate for an  aggregate  of $41.0  million and $48.8  million at June 30,
    1995 and December 31, 1994, respectively.

                                                                       - 11 -






     
<PAGE>


 8)         RESTRUCTURE COSTS

    At June 30,  1995,  liabilities  associated  with  the 1994 and 1995  cost
    reduction programs totaled $13.8 million. During the six months ended June
    30, 1995, the Company  restructured  certain operations in connection with
    cost  reduction  programs and incurred  costs of $6.4  million,  primarily
    associated with severance  related  benefits.  Amounts paid during the six
    months  ended June 30, 1995 and charged  against the  liabilities  for the
    1994 and 1995 cost reduction programs totaled $8.0 million.

 9)         SUBSEQUENT EVENTS

    Due   to   the   continuing    uncertainty    regarding   Orange   County
    creditworthiness,  on  July 19, 1995,  Alliance purchased  approximately
    $21.3 million in  principal  amount of Tax and Revenue  Anticipation Notes
    Series A issued by Orange County, California ("Orange County Obligations")
    from two money market fund portfolios  sponsored by Alliance.  As a result,
    letters of credit  totalling  approximately  $21.3  million,  under  which
    Alliance  was contingently  liable to the  issuing  bank,  were terminated.
    Management  of  Alliance  believes  that  the loss, if any, resulting from
    Alliance's  investment  in  the  Orange County Obligations will not have a
    material impact on Alliance's financial condition or results of operations.

    On July 25, 1995, a Consolidated and  Supplemental  Class Action Complaint
    ("Complaint")  was filed against the Alliance  North  American  Government
    Income  Trust,  Inc.  (the  "Fund"),   Alliance,   Alliance  Capital
    Management Corporation ("ACMC"), the general partner of Alliance, Alliance
    Fund Distributors, Inc., a subsidiary of Alliance, The Equitable Companies
    Incorporated,  the parent of Alliance,  certain  officers and directors of
    the Fund and certain officers and directors of ACMC alleging violations of
    federal  securities laws, fraud and breach of fiduciary duty in connection
    with the Fund's  investments  in Mexican  and  Argentine  securities.  The
    Complaint  seeks  certification  of  a  plaintiff  class  of  persons  who
    purchased  or owned Class A, B or C shares of the Fund from March 27, 1992
    through  December 23, 1994. The Complaint  seeks an unspecified  amount of
    damages,  costs and  attorneys'  fees.  The principal  allegations  of the
    Complaint are that upon the advice of Alliance,  the Fund  purchased  debt
    securities issued by the Mexican and Argentine governments in amounts that
    were not permitted by the Fund's  investment  objective and that there was
    no shareholder vote to change the investment objective to permit purchases
    in such  amounts.  The Complaint  further  alleges that the decline in the
    value of the Mexican and Argentine  securities held by the Fund caused the
    Fund's  net  asset  value  to  decline  to the  detriment  of  the  Fund's
    shareholders.  Alliance  believes that the  allegations in this action are
    without merit and intends to vigorously defend against these claims. While
    the ultimate  results of this action cannot be  determined,  management of
    Alliance  does not expect that this  action  will have a material  adverse
    effect on Alliance's business.

                                                                         - 12 -






     
<PAGE>


Item 2.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                           CONDITION AND RESULTS OF OPERATIONS


      The following  analysis of the  consolidated  results of operations  and
    financial  condition of the Company should be read in conjunction with the
    Consolidated  Financial  Statements and the related Notes to  Consolidated
    Financial  Statements included elsewhere herein, and with the Management's
    Discussion and Analysis  section  included in Equitable Life's 1994 Report
    on Form 10-K.


COMBINED RESULTS OF OPERATIONS

      The  contribution  from the Closed  Block is reported on one line in the
    consolidated  statements  of earnings.  The following  table  presents the
    results of  operations  of the  Closed  Block for the three and six months
    ended June 30,  1995 and 1994  combined  with the  results  of  operations
    outside of the Closed Block.  See Closed Block results as combined  herein
    on page 15.  Management's  discussion and analysis  addresses the combined
    results of operations unless noted otherwise.
<TABLE>
<CAPTION>
                                                         Three Months Ended                  Six Months Ended
                                                              June 30,                           June 30,
                                                --------------------------------   --------------------------------
                                                       1995             1994              1995              1994
                                                --------------   ---------------   --------------    --------------
                                                                             (In Millions)
<S>                                              <C>              <C>              <C>               <C>
  COMBINED RESULTS OF OPERATIONS

  Policy fee income and premiums..............       $   541.8          $  528.8       $   1,070.2      $   1,063.2
  Net investment income.......................           669.7             638.9           1,322.5          1,275.5
  Investment gains (losses), net..............            29.0              (2.5)             12.0              2.4
  Commissions, fees and other income..........           213.5             198.0             414.2            415.4
                                                --------------      ---------------   --------------    --------------
  Total revenues..............................         1,454.0           1,363.2           2,818.9          2,756.5

  Total benefits and other deductions.........         1,322.3           1,267.6           2,609.6          2,577.4
                                                --------------      ---------------   --------------    --------------
  Earnings before Federal income taxes and
   cumulative effect of accounting change.....           131.7              95.6             209.3            179.1
  Federal income taxes........................            37.4              27.2              56.0             46.7
                                                --------------      ---------------   --------------    --------------
  Earnings before Cumulative Effect of
   Accounting Change............................     $    94.3          $   68.4         $   153.3      $     132.4
                                                ==============      ===============   ==============    ==============
</TABLE>

 Continuing Operations

      Compared to the comparable prior year period, the higher pre-tax results
of  operations  for the six months  ended June 30,  1995  reflected  increased
earnings in the  Individual  Insurance and Annuities and  Investment  Services
segments and lower Corporate  interest expense,  partially offset by losses as
compared to earnings in the Group Pension segment.

       The $62.4 million increase in revenues for the six months ended June 30,
1995 compared to the corresponding  period in 1994 was attributed primarily to
a $56.6 million increase in investment  results and a $7.0 million increase in
policy fee income and premiums.

                                                                         - 13 -






     
<PAGE>


      Net investment  income  increased $47.0 million for the six months ended
June 30,  1995  with  increases  of $57.8  million  and $3.5  million  for the
Individual Insurance and Annuities and Investment Services segments, offset by
decreases of $6.9 million for the Group  Pension  segment and $6.3 million for
Attributed  Insurance Capital. The Individual Insurance and Annuities increase
was due to higher overall yields on a larger  investment  asset base while the
Investment  Services increase was attributed to higher business activity.  The
decrease in investment  income in  Attributed  Insurance  Capital  principally
resulted from a reduced investment asset base due to the $1.22 billion payment
of the  obligation to fund the  accumulated  deficit of the  discontinued  GIC
Segment in January 1995, partially offset by reinvestment of proceeds received
on the Holding  Company's  issuance of $300.0 million Senior Notes in December
1994.

      Investment  gains  increased  $9.6 million for the six months ended June
30,  1995 from $2.4  million for the same  period in 1994.  Higher  investment
gains on General Account Investment Assets of $9.8 million were due to a $30.1
million  increase in gains on fixed maturities and a $25.9 million decrease in
losses on  mortgages,  offset by a $25.2  million  decrease  in gains on other
equity investments and $19.2 million of losses on equity real estate.

      For the first six months of 1995,  total  benefits and other  deductions
increased  by $32.2  million  from the  comparable  period in 1994,  primarily
reflecting  a $74.3  million  increase in  policyholders'  benefits  offset by
decreases in other operating costs and expenses of $45.4 million. The increase
in policyholders' benefits primarily resulted from higher mortality experience
on the individual  life term business and the larger in force book of business
for  variable  and  interest-sensitive  life  policies,   offset  by  improved
mortality  experience on policies within the Closed Block.  Improved mortality
experience and better persistency resulted in an increase to the provision for
policyholder  dividends on policies  within the Closed Block.  The decrease in
other  operating  costs  and  expenses  was  attributable  to lower  Corporate
interest  expense and lower  operating  costs in the Individual  Insurance and
Annuities  segment.  Corporate interest expense declined primarily as a result
of  the  previously  described  cash  settlement  in  January  1995  with  the
discontinued GIC Segment.  The Group Pension  segment's $33.1 million decrease
in interest  credited to policyholders due to smaller  policyholders'  account
balances was more than offset by a $36.4 million  increase for the  Individual
Insurance and Annuities segment as the size of that business increased.

Discontinued GIC Segment

      In the first six months of 1995,  $46.2  million of pre-tax  losses were
incurred  and  charged to the GIC  Segment's  allowance  for future  losses as
compared to $28.6  million of pre-tax  losses in the first six months of 1994.
Investment  results  declined by $63.5 million in the first six months of 1995
as compared to the  year-earlier  period.  Net investment  income  declined by
$50.0 million,  principally due to the previously  described January 1995 cash
settlement with continuing operations. Investment losses were $18.9 million in
the first six months of 1995 compared to $5.4 million in the comparable period
in 1994  primarily  due to  losses  of $4.8  million  on fixed  maturities  as
compared  to gains of $7.1  million in 1994 and $4.1  million  lower  gains on
other equity  investments,  offset by $3.7 million lower losses on equity real
estate.  Benefits and other deductions  declined by $45.3 million  principally
due to the decrease in interest  credited on a reduced GIC  contract  base and
lower  interest  expense  as a result of the  repayment  of $1.16  billion  of
borrowings from continuing operations, offset in part by a $5.0 million charge
resulting from the economically advantageous prepayment of a GIC contract.

                                                                         - 14 -






     
<PAGE>



COMBINED RESULTS OF CONTINUING OPERATIONS BY SEGMENT

Individual Insurance and Annuities

      For  discussion  purposes,  the Closed Block is  considered  part of the
Individual  Insurance and Annuities segment.  The following table combines the
Closed Block amounts with the reported  results of  operations  outside of the
Closed Block on a line-by-line basis.

                                        Individual Insurance and Annuities
                                                   (In Millions)
<TABLE>
<CAPTION>
                                                                      Six Months Ended June 30,
                                                  -----------------------------------------------------------------
                                                                       1995
                                                  -----------------------------------------------
                                                        As            Closed                              1994
                                                     Reported          Block          Combined          Combined
                                                  --------------   -------------   --------------    --------------
<S>                                                <C>              <C>             <C>               <C>
  Policy fees, premiums and other income........    $  696.3          $  382.5        $  1,078.8       $  1,072.9
  Net investment income.........................       842.6             267.4           1,110.0          1,052.2
  Investment gains (losses), net................        50.7              (6.9)             43.8             (3.3)
  Contribution from the Closed Block............        57.2             (57.2)             -                -
                                                  --------------   -------------   --------------    --------------
  Total revenues................................     1,646.8             585.8           2,232.6          2,121.8
  Total benefits and other deductions...........     1,495.2             585.8           2,081.0          1,991.1
                                                  --------------   -------------   --------------    --------------
  Earnings before Federal Income Taxes and
  Cumulative Effect of Accounting Change..........  $  151.6        $    -            $    151.6       $    130.7
                                                  ==============   =============   ==============    ==============
</TABLE>

      The earnings from  operations in the Individual  Insurance and Annuities
segment for the six months ended June 30, 1995  reflected an increase of $20.9
million from the  year-earlier  period.  Higher  investment gains primarily on
sales of fixed  maturities,  lower  operating  costs and higher policy fees on
variable and  interest-sensitive  life and individual annuities contracts were
offset  by an  accrual  for  future  dividend  payments  to the  Closed  Block
policyholders,  adverse  mortality  experience  on  term  life  insurance  and
unfavorable  morbidity results on disability income policies.  Spreads between
investment  results and crediting  rates on  interest-sensitive  products were
largely   unchanged.    The   effect   of   increased   crediting   rates   on
interest-sensitive   life  and  annuity  contracts  substantially  offset  the
increase in investment  income.

     Total  revenues  increased by $110.8  million  primarily  due to a $104.9
million increase in investment  results and a $22.4 million increase in policy
fees, offset by a $13.8 million decline in premiums.  The decrease in premiums
principally was due to lower traditional life and individual health premiums.

      Total  benefits and other  deductions  for the six months ended June 30,
1995  rose  $89.9  million  from the  comparable  1994  period.  The  increase
principally  was due to higher  interest  credited on  policyholders'  account
balances,  a $20.7  million  accrual  for  future  Closed  Block  policyholder
dividends  and the effects of the mortality  and  morbidity  experience  noted
above.  Interest  credited on  policyholders'  account balances in the segment
increased by $36.4  million  reflecting  higher  crediting  rates applied to a
larger in force book of business.

      Losses on the disability  income business were $19.5 million for the six
months  ended June 30, 1995,  a $6.4  million  increase  from the prior year's
comparable  period.  Incurred  benefits  (benefit  payments plus  additions to
claims reserves) for disability income products increased $11.7 million in the
first six months of 1995 from the comparable 1994 levels reflecting a slowdown
in claims termination activity and administration.
                                                                        - 15 -






     
<PAGE>



      Premiums  and  Deposits - The  following  table  reflects  premiums  and
deposits,  including universal life and investment-type contract deposits, for
the segment's major product lines.

                                               PREMIUMS AND DEPOSITS
                                                   (IN MILLIONS)
<TABLE>
<CAPTION>
                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                           June 30,
                                                --------------------------------   --------------------------------
                                                     1995             1994              1995              1994
                                                --------------   ---------------   --------------    --------------
<S>                                              <C>               <C>              <C>                <C>
  Product Line:
  Traditional life
  First year recurring........................   $    6.0          $    8.0          $   12.1         $   17.4
  First year optional.........................        1.4               1.8               3.0              4.6
  Renewal.....................................      214.9             223.1             431.9            446.2
                                                --------------   ---------------   --------------    --------------
                                                    222.3             232.9             447.0            468.2
  Variable and interest-sensitive life
  First year recurring........................       46.5              47.5              95.1             94.6
  First year optional.........................       40.6              33.7              80.2             72.9
  Renewal.....................................      240.4             216.3             535.6            487.2
                                                --------------   ---------------   --------------    --------------
                                                    327.5             297.5             710.9            654.7
  Individual annuities
  First year..................................      469.5             445.0             945.9            898.1
  Renewal.....................................      295.4             283.4             580.1            571.7
                                                --------------   ---------------   --------------    --------------
                                                    764.9             728.4           1,526.0          1,469.8
  Other(1)
  First year..................................       19.8               3.3              48.8              7.6
  Renewal.....................................      110.4              94.7             203.3            193.9
                                                --------------   ---------------   --------------    --------------
                                                    130.2              98.0             252.1            201.5

  Total First Year............................      583.8             539.3           1,185.1          1,095.2
  Total Renewal...............................      861.1             817.5           1,750.9          1,699.0
                                                --------------   ---------------   --------------    --------------
  Grand Total.................................   $1,444.9          $1,356.8          $2,936.0         $2,794.2
                                                ==============   ===============   ==============    ==============
</TABLE>

(1)   Includes health insurance and reinsurance assumed.

      First year  premiums and deposits for the six months ended June 30, 1995
  increased  from prior year levels by $89.9  million  primarily due to higher
  sales of individual  annuities and reinsurance assumed on individual annuity
  contracts.  Renewal  premiums  and  deposits  increased  3.1% during the six
  months  ended June 30, 1995 over the prior year period as the $14.3  million
  decrease for traditional  life products was more than offset by increases in
  the other  product  lines.  Traditional  life  premiums and deposits for the
  first six months of 1995 decreased from the prior year's  comparable  period
  by   $21.2   million   due  to  the   marketing   focus  on   variable   and
  interest-sensitive  products and the decline in the traditional life book of
  business.  The 5.3% increase in first year individual annuities premiums and
  deposits  included  a net  increase  of  $124.2  million  resulting  from an
  exchange program that offers contractholders of existing SPDA contracts with
  no remaining surrender charges an opportunity to exchange their contract for
  a new flexible premium  variable  contract which retains assets in Equitable
  and establishes new surrender charge scales.  Management  believes increases
  in total first year  premiums  and  deposits  continue to be impacted by the
  transition to a new generation of variable life  insurance  products and the
  roll out of a new sales support system.


                                                                         - 16 -






     
<PAGE>


      Surrenders and Withdrawals - The following table  summarizes  surrenders
  and  withdrawals,  including  universal  life and  investment-type  contract
  withdrawals, for the segment's major product lines.

                                             SURRENDERS AND WITHDRAWALS
                                                   (IN MILLIONS)
<TABLE>
<CAPTION>
                                                        Three Months Ended                  Six Months Ended
                                                             June 30,                           June 30,
                                                --------------------------------   --------------------------------
                                                      1995             1994              1995              1994
                                                --------------   ---------------   --------------    --------------
<S>                                             <C>               <C>               <C>               <C>
    Product Line:
    Traditional life..........................     $   85.6          $   87.5          $   174.7         $  179.2
    Variable and interest-sensitive life......        109.5              91.1              210.1            233.0
    Individual annuities......................        575.8             428.2            1,217.3            821.7
                                                --------------   ---------------   --------------    --------------
    Total.....................................     $  770.9          $  606.8          $ 1,602.1         $1,233.9
                                                ==============   ===============   ==============    ==============
</TABLE>

     Policy and contract  surrenders and withdrawals  increased $368.2 million
during the six months ended June 30, 1995 compared to the same period in 1994,
due to the $395.6  million  increase in individual  annuities  surrenders  and
withdrawals.  This  increase  primarily  was due to  increased  surrenders  of
Equi-Vest and SPDA contracts due to the aging book of business,  the effect of
the aforementioned exchange program which was designed to retain assets in the
Company and the  maintenance  of crediting  rates  throughout  1994 despite an
increasing rate environment. Management expects the lev el of total individual
annuities surrenders to remain higher in 1995 than in the preceeding year as a
result of the foregoing factors.

     The 1994 six  months  amount for  variable  and  interest-sensitive  life
products  included a scheduled  withdrawal of  approximately  $52.9 million of
policy cash value from a large  corporate  owned life insurance plan issued by
EOC.  Excluding the effect of the 1994  scheduled  withdrawal,  surrenders and
withdrawals  of variable and  interest-sensitive  life  contracts  for the six
months ended June 30, 1995  increased  by $30.0  million from the prior year's
comparable period due to the larger book of business.

Investment Services

      The  following  table  summarizes  the  results  of  operations  for the
Investment Services segment.

                                                 INVESTMENT SERVICES
                                                    (IN MILLIONS)
<TABLE>
<CAPTION>
                                                        Three Months Ended                  Six Months Ended
                                                             June 30,                           June 30,
                                                --------------------------------   --------------------------------
                                                      1995             1994              1995              1994
                                                --------------   ---------------   --------------    --------------
<S>                                              <C>                <C>              <C>               <C>
    Third party commissions and fees..........      $  173.3          $  169.0          $  337.1          $ 338.1
    Affiliate fees............................          34.2              34.0              67.5             66.8
    Other income(1)...........................          18.0               7.3              32.8             21.5
                                                --------------   ---------------   --------------    --------------
    Total revenues............................         225.5             210.3             437.4            426.4
    Total costs and expenses..................         185.4             180.7             367.9            361.4
                                                --------------   ---------------   --------------    --------------
    Earnings before Federal Income Taxes and
     Cumulative Effect of Accounting Change...      $   40.1          $   29.6          $   69.5          $  65.0
                                                ==============   ===============   ==============    ==============
<FN>
(1)   Includes equity in net earnings of DLJ and other items.
</TABLE>


                                                                       - 17 -






     
<PAGE>



      For the six  months  ended  June  30,  1995,  pre-tax  earnings  for the
  Investment  Services segment increased by $4.5 million from the year-earlier
  period primarily due to higher earnings for DLJ and Alliance. Total segment
  revenues were up $11.0 million in the first half of the year due to higher
  revenues at Alliance and increased business activity at DLJ as reflected in
  Equitable Life's share of DLJ's net earnings.

      Total costs and expenses  increased  by $6.5  million for the  six-month
  period of 1995 as compared  to the  comparable  period in 1994 as  increases
  related  to  Alliance's  minority  interest  and higher  operating  costs at
  Equitable  Real Estate were  partially  offset by lower  operating  costs at
  Alliance.

      The following table summarizes results of operations by business unit.

                                 INVESTMENT SERVICES
                       RESULTS OF OPERATIONS BY BUSINESS UNIT
                                     (IN MILLIONS)
<TABLE>
<CAPTION>
                                                        Three Months Ended                  Six Months Ended
                                                             June 30,                           June 30,
                                                --------------------------------   --------------------------------
                                                      1995             1994              1995              1994
                                                --------------   ---------------   --------------    --------------

<S>                                              <C>              <C>               <C>                <C>
  Earnings  before Federal  income taxes and
   cumulative  effect of accounting change:
  Alliance(1)..................................    $ 38.0            $ 32.3            $ 72.5           $ 64.5
  Equitable Real Estate.........................     11.2              12.2              16.9             20.9
  Consolidation/elimination(2)..................     (9.1)            (14.9)            (19.9)           (20.4)
                                                ----------    --------------       --------------   ---------------
  Earnings before Federal Income Taxes and
   Cumulative Effect of Accounting Change.......   $ 40.1            $ 29.6            $ 69.5           $ 65.0
                                                ==============   ===============   ==============    ==============
</TABLE>

(1) Excludes  $14.9  million,  $11.7  million,  $28.5  million and $23.1
    million related to minority interest in Alliance  for the three  months and
    the six months ended June 30, 1995 and 1994,  respectively,  which are
    included in consolidation/elimination.

(2) Includes Equitable Life's share of DLJ's net earnings of $13.9 million,
    $5.7 million,  $26.0  million  and $18.5  million  and interest expense of
    $4.9 million, $3.1 million, $9.7 million and $6.1 million related to
    intercompany debt issued by intermediate  holding companies payable to
    Equitable Life for the three months and the six months ended June 30, 1995
    and 1994, respectively.

      Alliance's  earnings from  operations  for the six months ended June 30,
  1995 were $72.5  million,  an increase of $8.0 million from the prior year's
  comparable period.  Revenues totaled $298.9 million for the first six months
  of 1995, an increase of $1.5 million from the comparable period in 1994, due
  to increased  investment  advisory fees,  offset by lower  distribution plan
  fees from lower  average  load  mutual  fund  assets.  Alliance's  costs and
  expenses  decreased  $6.5 million to $226.4 million for the six months ended
  June 30,  1995  primarily  due to  decreases  in employee  compensation  and
  benefits,   interest  expense,   distribution  plan  payments  to  financial
  intermediaries  and other promotional  expenditures,  offset by increases in
  rent  and  related   costs.   Distribution   plan   payments  to   financial
  intermediaries  that distribute  Alliance Mutual Funds decreased as a result
  of  lower average load mutual  fund  asset  levels,  partially  offset  by
  higher  cash management fund asset levels.

      Due   to   the   continuing    uncertainty   regarding   Orange   County
  creditworthiness,  on July 19, 1995, Alliance purchased  approximately $21.3
  million in  principal  amount of Orange  County  Obligations  from two money
  market fund portfolios sponsored by Alliance.  As a result, letters of credit
  totalling approximately $21.3 million, under which Alliance was contigently
  liable to the issuing bank, were terminated.  Management  of  Alliance
  believes that the loss, if any, resulting from Alliance's investment in the
  Orange County Obligations  will not have a material impact on Alliance's
  financial condition or results of operations.

                                                                         - 18 -






     
<PAGE>

      Equitable Real Estate's  earnings from operations were $16.9 million for
  the first six months of 1995,  down $4.0 million from the  preceding  year's
  comparable  period.  The  results  for the six months  ended  June 30,  1994
  included a $4.8 million  disposition  fee received on a property sold in the
  first  quarter  of that  year.  On July  18,  1995,  Equitable  Real  Estate
  announced  its  intention  to sell  its  unaffiliated  securitized  mortgage
  servicing  business  to  AMRESCO,   Inc.  The  servicing  of  such  mortgage
  contracts,  mostly RTC  related,  representing  $7.5 billion of assets under
  management have been managed by EQ Services, Inc., an affiliate of Equitable
  Real Estate. EQ Services will continue to service the remaining $7.5 billion
  in mortgages  owned by the General and Separate  Accounts.

      On August 8, 1995, the Holding Company announced that it is exploring the
  option of an initial public offering of a minority interest in DLJ. Any such
  transaction would be subject, among other things, to Board of Directors'
  approval.

      Fees From  Assets  Under  Management  - Though now  accounted  for on an
  equity basis,  DLJ's fees and assets under  management are included in their
  entirety in the table and  discussion  that  follows.  Third  party  clients
  continued to represent an important source of revenues and earnings.

                              FEES AND ASSETS UNDER MANAGEMENT
                                        (IN MILLIONS)
<TABLE>
<CAPTION>
                                                                                             At or For the
                                                        Three Months Ended                 Three Months Ended
                                                             June 30,                           June 30,
                                                --------------------------------   --------------------------------
                                                      1995             1994              1995              1994
                                                --------------   ---------------   --------------    --------------
<S>                                              <C>               <C>               <C>              <C>
  Fees:
  Equitable Life and the Holding Company .......   $  31.1           $  31.9           $  61.5          $  61.4
  Third Party...................................     145.1             134.2             281.2            263.4
                                                --------------    --------------   --------------   ---------------
  Total.......................................     $ 176.2           $ 166.1           $ 342.7          $ 324.8
                                                ==============   ===============   ==============    ==============
  Assets Under Management:
  Equitable Life and the Holding Company .......                                      $ 49,163        $  51,246
  Third Party(1)................................                                       140,992          128,991
                                                                                   --------------    --------------
  Total.......................................                                        $190,155        $ 180,237
                                                                                   ==============    ==============
</TABLE>

(1) Includes $1.9 billion and $2.8 billion of performing  mortgages at June 30,
   1995 and 1994, respectively, under a special stand-by services contract with
   the RTC.  Stand-by  fees are  received  on the  entire  portfolio  under the
   contract;  servicing  fees  are  earned  only on  those  mortgages  that are
   delinquent.

      Fees from assets  under  management  increased  for the six months ended
  June 30,  1995 from the prior  year's  comparable  period  principally  as a
  result of growth in assets under  management for third  parties.  Alliance's
  third party assets under  management  increased by $12.38 billion  primarily
  due to market  appreciation.  Third party  assets at  Equitable  Real Estate
  decreased  by $1.30  billion  due to loan  repayments,  asset  sales and the
  expiration of RTC contracts.

                                                                         - 19 -






     
<PAGE>

Group Pension

        The following  table  summarizes the results of operations for the Group
Pension segment.

                                                    GROUP PENSION
                                                    (IN MILLIONS)
<TABLE>
<CAPTION>
                                                        Three Months Ended                  Six Months Ended
                                                             June 30,                           June 30,
                                                --------------------------------   --------------------------------
                                                      1995             1994              1995              1994
                                                --------------   ---------------   --------------    --------------

<S>                                             <C>                <C>             <C>               <C>
    Policy fees, premiums and other income....      $  13.8            $  16.6           $  27.4          $  29.6
    Net investment income.....................         68.2               70.8             139.8            146.7
    Investment (losses) gains, net............         (5.7)               2.9             (32.2)             6.8
                                                --------------   ---------------   --------------    --------------
    Total revenues............................         76.3               90.3             135.0            183.1
    Total benefits and other deductions.......         76.4               87.1             146.8            178.2
                                                --------------   ---------------   --------------    --------------
    (Loss) Earnings before Federal Income
  Taxes and Cumulative Effect of
  Accounting Change.............................    $   (.1)           $   3.2           $ (11.8)         $   4.9
                                                ==============   ===============   ==============    ==============
</TABLE>

      The results for the Group Pension  segment  reflected a decline of $16.7
million for the six months  ended June 30, 1995  compared to the same period a
year  ago.  This  decrease  was  attributed  to  investment  losses in 1995 as
compared to investment  gains in 1994 offset by higher policy risk charges and
market  value  adjustments  to  participating   policyholders'  accounts  that
transferred to Separate Account annuity contracts.  The $39.0 million decrease
from $6.8 million of investment gains in the first six months of 1994 to $32.2
million of losses in 1995 produced an earnings decline of approximately  $25.3
million after reflecting the effect of pass-throughs to participating  pension
contractholders.  The investment losses resulted principally from additions to
asset  valuation   allowances  on  mortgage  loans  and  equity  real  estate.
Investment  income for the six months ended June 30, 1995  decreased  from the
comparable period of the prior year due to a smaller asset base.


GENERAL ACCOUNT INVESTMENT PORTFOLIO

      As of June 30, 1995, the amortized cost of the Company's  fixed maturity
portfolio was $18.12 billion  (including  $172.1 million for the  discontinued
GIC  Segment)  compared  with  an  estimated  fair  value  of  $18.54  billion
(including  $173.6 million for the  discontinued  GIC Segment).  The Company's
fixed  maturity  investments  identified  as available for sale are carried at
estimated fair value.

      As  of  June  30,  1995,  net  unrealized   investment  gains  increased
shareholder's  equity  by  $56.2  million,  net  of  related  deferred  policy
acquisition costs,  deferred Federal income taxes and amounts  attributable to
participating pension contractholders and Closed Block policyholders.


                                                                        - 20 -






     
<PAGE>


      The following  table  reconciles  the  consolidated  balance sheet asset
amounts to the amounts of General Account Investment Assets.

                  GENERAL ACCOUNT INVESTMENT ASSETS CARRYING VALUES
                                   JUNE 30, 1995
                                   (IN MILLIONS)
<TABLE>
<CAPTION>
                                                                                                         General
                                                        Balance                                          Account
                                                         Sheet          Closed                         Investment
  BALANCE SHEET CAPTIONS:                                Total          Block         Other(1)           Assets
                                                     --------------  ------------  --------------    --------------
<S>                                                   <C>            <C>            <C>              <C>
 Fixed maturities:
   Held to maturity  ............................     $ 4,946.7       $ 1,865.7      $  (187.1)        $  6,999.5
   Available for sale ...........................       9,577.9         1,717.5          (26.4)          11,321.8
 Mortgage loans on real estate ..................       3,691.6         1,474.2             -             5,165.8
 Equity real estate .............................       4,412.8           179.8          (21.5)           4,614.1
 Policy loans ...................................       1,885.9         1,809.2             -             3,695.1
 Other equity investment ........................         644.2           161.7           11.8              794.1
 Other invested assets(2) .......................       1,231.0             8.2          942.3              296.9
                                                      ---------       ---------      ---------         ----------
  Total investments .............................      26,390.1         7,216.3          719.1           32,887.3
 Cash and cash equivalents ......................         731.0            20.6          206.8              544.8
                                                      ---------       ---------      ---------         ----------
 Total ..........................................     $27,121.1       $ 7,236.9      $   925.9          $33,432.1
                                                      =========       =========      =========         ==========

</TABLE>

(1) Assets liisted in the "Other" category consists principally of assets held
    in portfolios other than the General Account (primarily the equity
    investment in DLJ) which are managed as part of General  Account Investment
    Assets and certain reclassifications and intercompany adjustments. The
    "Other" category is deducted in arriving at the General Account Investment
    Assets.

(2) Includes amount related to balance sheet captions "Investment in and loans
    to affiliates" and "Other invested assets".

        The General Account Investment Asset presentation set forth in the
following pages includes the investments of the Closed Block on a line-by-line
basis. Management believes it is appropriate to discuss the information on a
combined basis in view of the similar asset quality characteristics of majo
r asset categories in the portfolios.

        Writedowns on fixed maturities were $25.6 million and $15.2 million for
the six months ended June 30, 1995 and 1994, respectively. The following table
shows asset valuation allowances and additions to and deductions from such
allowances for mortgages and equity real estate for the six months ended
 June 30, 1995 and 1994.

                                                                         - 21 -





     

                        GENERAL ACCOUNT INVESTMENT ASSETS
                             VALUATION ALLOWANCES
                                (IN MILLIONS)
<TABLE>
<CAPTION>
                                                        Equity Real
                                              Mortgages    Estate        Total
                                              ---------   --------     ---------
<S>                                          <C>          <C>          <C>
JUNE 30, 1995
Assets Outside of the Closed Block:
Beginning balances .......................     $ 64.2     $ 220.7       $ 284.9
Additions ................................       15.8        31.4          47.2
Deductions(1) ............................      (24.2)      (12.1)        (36.3)
                                              --------    --------     ---------
Ending Balances ..........................     $ 55.8       240.0       $ 295.8
                                              ========    ========     =========
Closed Block:
Beginning balances ......................      $ 46.2      $  2.6       $  48.8
Additions ...............................          .3          .9           1.2
Deductions(1) ...........................        (8.3)        (.7)         (9.0)
                                              --------    --------     ---------
Ending Balances .........................      $ 38.2      $  2.8       $  41.0
                                              ========    ========     =========
Total:
Beginning balances ......................       110.4     $ 223.3       $ 333.7
Additions ...............................        16.1        32.3          48.4
Deductions(1) ...........................       (32.5)      (12.8)        (45.3)
                                              --------    --------     ---------
Ending Balances .........................      $ 94.0     $ 242.8       $ 336.8
                                              ========    ========     =========
JUNE 30, 1994
Total:
Beginning balances .....................      $ 216.6     $ 211.8       $ 428.4
Additions ..............................         27.5        18.2          45.7
Deductions(1) ..........................        (33.6)       (7.7)        (41.3)
                                              --------    --------     ---------
Ending Balances ........................      $ 210.5     $ 222.3       $ 432.8
                                              ========    ========     =========



</TABLE>

(1) Primarily reflected releases of allowances due to asset dispositions and
    writedowns.

                                                                        - 22 -




     


GENERAL ACCOUNT INVESTMENT ASSETS BY CATEGORY

  The following table shows the amortized cost, valuation allowances and
carrying value of the major categories of General Account Investment Assets at
June 30, 1995 and carrying value at December 31, 1994.

                        GENERAL ACCOUNT INVESTMENT ASSETS
                              (DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>

                                            June 30, 1995                          December 31, 1994
                               ------------------------------------------   ----------------------------
                                                                    % of                      % of
                                                                    Total                    Total
                                 Amortized   Valuation  Carrying   Carrying    Carrying     Carrying
                                  Cost      Allowances    Value      Value       Value        Value
                                ----------  ---------- ----------  --------  -----------    ---------
<S>                             <C>          <C>       <C>            <C>     <C>           <C>
Fixed maturities(1)............  $ 18,146.9  $ -       $ 18,321.3     54.7%   $ 16,329.1      51.3%
Mortgages .....................     5,259.8     94.0      5,165.8     15.5       5,582.9      17.6
Equity real estate ............     4,856.9    242.8      4,614.1     13.8       4,654.7      14.6
Other equity investments ......       794.1    -            794.1      2.4         846.1       2.7
Policy loans ..................     3,695.1    -          3,695.1     11.1       3,559.1      11.2
Cash and short-term
  investments(2) ................     841.7    -            841.7      2.5         824.2       2.6
                                 ----------  --------  ----------  --------  -----------     ---------
Total .........................  $ 33,594.5  $ 336.8   $ 33,432.1    100.0%   $ 31,796.1     100.0%
                                 ==========  ========  ==========  ========  ===========     =========
</TABLE>



(1)  Carrying values reflected an unrealized gain of $174.4 million and an
     unrealized loss of $542.5 million in fixed maturities classified as
     available for sale at June 30, 1995 and December 31, 1994, respectively.

(2)  Comprised of "Cash and cash equivalents" and short-term investments
     included within the "Other invested assets" caption on the consolidated
     balance sheets.

        Management has a policy of not investing substantial new funds in equity
real estate except to safeguard values in existing investments or to honor
outstanding commitments.  It is management's continuing objective to reduce the
size of the equity real estate portfolio relative to total assets over
 the next several years depending on real estate market conditions.  Management
anticipates that reductions will depend on the level of mortgage foreclosures
and expenditures required to fund necessary or desired improvements to
properties.  With respect to fixed maturities, management anticipates
selective purchases of below investment grade fixed maturities, primarily public
securities.


                                                                       - 23 -




     


INVESTMENT RESULTS OF GENERAL ACCOUNT INVESTMENT ASSETS

                     INVESTMENT RESULTS BY ASSET CATEGORY(1)
                               (DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
                                    Three Months Ended June 30,                  Six Months Ended June 30,
                           -------------------------------------------    -----------------------------------------
                                    1995                  1994                     1995                1994
                           ---------------------   -------------------    ---------------------   ------------------
                            (1)                     (1)                     (1)                    (1)
                           Yield       Amount      Yield      Amount       Yield     Amount       Yield    Amount
                          --------  -----------   -------   -----------   -------   -----------  ------  ----------
<S>                       <C>        <C>          <C>       <C>           <C>       <C>         <C>     <C>
FIXED MATURITIES:
 Income ...............     8.17%    $    362.9      8.05%   $    328.0    8.10%    $    707.4    7.97%  $    652.2
 Investment
  Gains/(Losses) ......     0.95%          42.1     (0.02)%        (1.0)   0.38%          33.0    0.04%         2.9
                          -------    ----------    -------   ----------   ------    ----------  -----   ----------
 Total ................     9.12%    $    405.0      8.03%   $    327.0    8.48%    $    740.4    8.01%  $    655.1
 Ending Assets ........              $ 18,146.9              $ 16,284.8             $ 18,146.9           $ 16,284.8
MORTGAGES:
 Income ...............     8.66%         113.3      8.79%   $    134.2    8.61%    $    230.3    8.76%  $    270.4
 Investment
  Gains/(Losses) ......     0.09%           1.2     (0.83)%       (12.7)  (0.28)%         (7.5)  (1.08)%      (33.4)
                          -------    ----------    -------   ----------   ------    ----------  -----   ----------
 Total ................     8.75%     $   114.5      7.96%   $    121.5    8.33%     $   222.8    7.68%   $   237.0
 Ending Assets ........               $ 5,165.8              $  6,075.7              $ 5,165.8            $ 6,075.7
EQUITY REAL
 ESTATE (2):
 Income ...............     2.77%     $    25.7      3.14%   $     28.0    2.87%   $      53.3    2.77%   $    49.4
 Investment
  Gains/(Losses) ......    (1.80)%        (16.7)     0.03%          0.2   (1.03)%        (19.2)   0.10%         1.8
                          -------    ----------     -------  ----------   ------    ----------   -----   ----------
 Total ................     0.97%     $     9.0      3.17%   $     28.2    1.84%   $      34.1    2.87%  $     51.2
 Ending Assets ........               $ 3,692.2              $  3,572.2            $   3,692.2           $  3,572.2
OTHER EQUITY
 INVESTMENTS:
 Income ...............    11.11%     $    22.3      5.70%   $     14.7   11.45%    $     46.8    7.96%  $     41.4
 Investment
  Gains/(Losses) ......     1.14%           2.3      4.23%         10.9    1.37%           5.6    5.91%        30.8
                          -------    ----------     -------  ----------   ------    ----------   -----    ----------
 Total ................    12.25%     $    24.6      9.93%   $     25.6   12.82%   $      52.4   13.87%  $     72.2
 Ending Assets ........               $   794.1              $  1,014.9            $     794.1           $  1,014.9
POLICY LOANS:
 Income ...............     6.96%     $    64.1      6.68%   $     57.6    6.88%   $     125.4    6.68%  $    114.9
 Ending Assets ........               $ 3,695.1              $  3,456.4            $   3,695.1           $  3,456.4
CASH AND SHORT-TERM
 INVESTMENTS:
 Income ...............     8.93%     $    18.4      6.55%   $      9.1    8.37%   $      34.5    6.91%  $     19.1
 Ending Assets ........               $   841.7              $    634.6            $     841.7           $    634.6
TOTAL:
 Income ...............     7.58%     $   606.7      7.38%   $    571.6    7.54%   $   1,197.7    7.38%  $  1,147.4
Investment
 Gains/(Losses) .......     0.36%          28.9     (0.04)%        (2.6)   0.07%          11.9    0.01%         2.1
                          -------    ----------     -------  ----------   ------    ----------   -----   ----------
 Total(3) .............     7.94%     $   635.6      7.34%   $    569.0    7.61%   $   1,209.6    7.39%  $  1,149.5
 Ending Assets ........               $32,335.8              $ 31,038.6            $  32,335.8           $ 31,038.6

</TABLE>



(1) Yields have been annualized and calculated based on the quarterly average
    asset carrying values excluding unrealized gains (losses) in fixed
    maturities.  Annualized yields are not necessarily indicative of a full
    year's results.

                                                                        - 24 -




     

(2) Equity real estate carrying values are shown net of third party debt and
    minority interest in real estate of $921.9 million and $944.1 million as of
    June 30, 1995 and 1994, respectively.  Equity real estate income is shown
    net of operating expenses, depreciation, third party interest expense and
    minority interest.  Third party interest expense and minority interest
    totaled $16.0 million, $11.5 million, $29.4 million and $20.9 million for
    the three months and the six months ended June 30, 1995 and 1994,
    respectively.

(3) Total yields are shown before deducting investment fees paid to the
    Investment Subsidiaries (which include asset management, acquisition,
    disposition, accounting and legal fees).  If such fees had been deducted,
    total yields would have been 7.64%, 7.03%, 7.32% and 7.10% for the three
    months and the six months ended June 30, 1995 and 1994, respectively.


        For the six months ended June 30, 1995, General Account investment
results were up $60.1 million or 5.2% from the year-earlier period reflecting
higher income and gains on fixed maturities.  On an annualized basis, total
investment yield increased to 7.61% from 7.39%.  Investment income increased
by $50.3 million or 4.4%, resulting in an increase in the annualized income
yield to 7.54% from 7.38%.  Additions to asset valuation allowances and
writedowns of fixed maturities were $74.0 million in the six months ended June
30, 1995 compared to $60.9 million in the six months ended June 30, 1994
 .

        Total investment results for fixed maturities increased $85.3 million or
13.0% for the six months ended June 30, 1995 compared to the year-earlier
period.  Investment income increased by $55.2 million reflecting a higher asset
base, primarily from the reinvestment of nearly all available funds int
o fixed maturities.  Investment gains were $33.0 million for the six months
ended June 30, 1995 compared to the year-earlier gains of $2.9 million.
Writedowns on fixed maturities were $25.6 million in the first six months of
1995 as compared to $15.2 million in the comparable period of 1994.  Tota
l investment results on mortgages declined by $14.2 million or 6.0% in the six
months ended June 30, 1995 compared to the same period a year ago largely due to
lower investment income attributable to a lower asset base which more than
offset lower additions to asset valuation allowances.  Equity re
al estate investment results were $17.1 million lower during the six months
ended June 30, 1995 than the year-earlier period reflecting higher additions to
asset valuations.  During the first six months of 1995, equity real estate with
amortized cost of $99.8 million was sold with realized gains of
 $8.1 million.  The lower results for other equity investments reflect the
reduced level of capital gains on disposition of common stocks.

        Fixed Maturities.  Fixed maturities consist of publicly traded debt
securities, privately placed debt securities and small amounts of redeemable
preferred stock, which represented 69.0%, 30.3% and 0.7%, respectively, of the
amortized cost of this asset category at June 30, 1995.

                       FIXED MATURITIES BY CREDIT QUALITY
                              (DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>

                                                           June 30, 1995                         December 31, 1994
         Rating Agency                    -----------------------------------------   ----------------------------------------
NAIC       Equivalent                       Amortized         % of       Estimated       Amortized         % of     Estimated
Rating    Designation                          Cost          Total       Fair Value         Cost          Total     Fair Value
- -----    ---------------                  ---------------   -------    -------------  --------------    -------   ------------
<S>                                       <C>               <C>         <C>           <C>                <C>      <C>
1-2      Aaa/Aa/A and Baa..............    $ 15,609.5 (1)     86.1%     $ 16,079.4     $ 14,835.9 (1)     87.9%    $ 14,129.1
3-6      Ba and lower .................       2,404.0 (2)     13.2         2,363.7        1,898.8 (2)     11.3        1,742.3
                                           --------------    ------     -----------    --------------    ------    -----------
Subtotal ..............................      18,013.5         99.3        18,443.1       16,734.7         99.2       15,871.4
Redeemable preferred stock
 and other ............................         133.4          0.7           126.4          136.9          0.8          120.2
                                           --------------    ------     -----------    --------------    ------    -----------
Total .................................    $ 18,146.9        100.0%     $ 18,569.5     $ 16,871.6        100.0%    $ 15,991.6
                                           ==============    ======     ===========    ==============    ======    ===========
</TABLE>


(1) Includes the EQ Asset Trust 1993 Class B Notes with an amortized cost of
    $100.0 million.

(2) Includes the EQ Asset Trust 1993 Class B Notes with an amortized cost of
    $100.0 million.

                                                                        - 25 -




     

        At June 30, 1995, the Company held collateralized mortgage obligations
("CMOs") with an amortized cost of $2.27 billion, including $2.06 billion in
publicly traded CMOs.  About 80% of the public CMO holdings were collateralized
by GNMA, FNMA and FHLMC securities.  Approximately 57.7% of the public
 CMO holdings were in planned amortization class ("PAC") bonds.  At June 30,
1995, interest only ("IO") strips amounted to $20.8 million at amortized cost.
There were no holdings of principal only ("PO") strips at that date.  In
addition, at June 30, 1995, the Company held $1.18 billion of mortgag
e pass through securities (GNMA, FNMA or FHLMC securities) and also held $632.2
million of Aaa rated asset backed securities, primarily backed by credit card or
car loan receivables.  IOs and mortgage pass through securities are classified
as available for sale and are carried at estimated fair val
ue.

        The amount of problem fixed maturities decreased from December 31, 1994
to June 30, 1995 largely due to asset sales and writedowns.  Potential problems
increased as new information on specific loans led management to have serious
concerns as to the ability of those borrowers to comply with the pre
sent loan payment terms.

                              FIXED MATURITIES
                PROBLEMS, POTENTIAL PROBLEMS AND RESTRUCTUREDS
                               AMORTIZED COST
                                (IN MILLIONS)
<TABLE>
<CAPTION>

                                                          June 30,      December 31,
                                                           1995             1994
                                                        ------------   -------------
<S>                                                      <C>            <C>
FIXED MATURITIES ...............................         $ 18,146.9     $ 16,871.6
Problem fixed maturities .......................               67.6           94.9
Potential problem fixed maturities .............              140.9           96.2
Restructured fixed maturities(1) ...............                5.8           38.2
</TABLE>


(1) Excludes restructured fixed maturities of $12.3 million and $24.0 million
    that are shown as problems at June 30, 1995 and December 31, 1994,
    respectively, and excludes $0.0 million and $4.8 million of restructured
    fixed maturities that are shown as potential problems at June 30, 1995 and
    December 31, 1994, respectively.  

      Mortgages.  Mortgages consist of commercial, agricultural and residential
loans.  At June 30, 1995, commercial mortgages totaled $3.62 billion (68.8% of
the amortized cost of the category), agricultural loans were $1.58 billion
(30.0%) and residential loans were $60.5 million (1.2%).

                                                                        - 26 -




     


                               MORTGAGES
             PROBLEMS, POTENTIAL PROBLEMS AND RESTRUCTUREDS
                             AMORTIZED COST
                        (DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
                                                          June 30,  December 31,
                                                            1995         1994
                                                        ----------  ------------
<S>                                                     <C>          <C>
COMMERCIAL MORTGAGES...............................      $ 3,619.0    $ 4,007.4
Problem commercial mortgages ......................          181.2        107.0
Potential problem commercial mortgages ............          158.1        349.4
Restructured commercial mortgages(1) ..............          483.9        459.4
VALUATION ALLOWANCES ..............................      $    90.1    $   106.4
 As a percent of Commercial Mortgages .............            2.5%         2.7%
 As a percent of Problem Commercial Mortgages .....           49.7%        99.4%
 As a percent of Problem and Potential Problem
  Commercial Mortgages ............................           26.6%        23.3%
 As a percent of Problem, Potential Problem and
  Restructured Commercial Mortgages ...............           10.9%        11.6%
AGRICULTURAL MORTGAGES ............................      $ 1,580.3    $ 1,618.5
Problem agricultural mortgages ....................           79.3         17.5
Potential problem agricultural mortgages ..........          -             68.2
Restructured agricultural mortgages ...............            1.9          1.4
VALUATION ALLOWANCES ..............................      $     3.9    $     4.0
</TABLE>

(1) Excludes restructured commercial mortgages of $159.8 million and $1.7
    million that are shown as problems at June 30, 1995 and December 31, 1994,
    respectively, and excludes $28.3 million and $180.9 million of restructured
    commercial mortgages that are shown as potential problems at June 30, 1995
    and December 31, 1994, respectively.

        Problem commercial mortgages increased from December 31, 1994 to June
30, 1995, primarily due to a mortgage loan package previously classified in the
potential problem mortgage category which became delinquent.  During the six
months ended June 30, 1995, the amortized cost of foreclosed commerci
al mortgages totaled $18.6 million.  At the time of foreclosure, reductions in
amortized cost for these mortgages reflecting the writedown of these properties
to estimated fair value totaled $10.3 million.

        The original weighted coupon rate on the $483.9 million of restructured
mortgages was 9.9%.  As a result of these restructurings, the restructured
weighted coupon rate was 8.8% and the restructured weighted cash payment rate
was 6.8%.  The foregone interest on restructured commercial mortgages (in
cluding restructured commercial mortgages presented as problem or potential
problem commercial mortgages) for the six months ended June 30, 1995 was $2.8
million.

                                                                         - 27 -






     

        The following table shows the distribution of problem and potential
problem commercial mortgages by property type and by state.
<TABLE>
<CAPTION>
                                                     June 30, 1995
                                               -------------------------
                                                  (Dollars In Millions)
                                                Amortized         % of
                                                   Cost           Total
                                               ------------   -----------
<S>                                            <C>             <C>
PROBLEM COMMERCIAL MORTGAGES
PROPERTY TYPE:
Industrial ..................................    $ 159.7          88.2%
Office ......................................       12.4           6.8
Retail ......................................        6.6           3.6
Apartment ...................................        2.5           1.4
                                                 -------         ------
Total .......................................    $ 181.2         100.0%
                                                 =======         ======
STATE:
Texas .......................................    $ 159.1          87.8%
Virginia ....................................       13.7           7.6
Other (no state larger than 5.0%) ...........        8.4           4.6
                                                 -------         ------
Total .......................................    $ 181.2         100.0%
                                                 =======         ======

POTENTIAL PROBLEM COMMERCIAL MORTGAGES
PROPERTY TYPE:
Office ......................................    $  57.5          36.4%
Retail ......................................       47.3          29.9
Hotel .......................................       33.9          21.4
Industrial ..................................       18.6          11.8
Land ........................................        0.8           0.5
                                                 -------         ------
Total .......................................    $ 158.1         100.0%
                                                 =======         ======

STATE:
South Carolina ..............................    $  31.5          19.9%
Texas .......................................       22.9          14.5
Pennsylvania ................................       19.9          12.6
Puerto Rico .................................       18.6          11.8
Virginia ....................................       17.1          10.8
Washington ..................................       16.2          10.2
New York ....................................       14.0           8.9
California ..................................        9.5           6.0
Other (no state larger than 5.0%) ...........        8.4           5.3
                                                 -------         ------
Total .......................................    $ 158.1         100.0%   
                                                 =======         ======
</TABLE>


        Equitable Life adopted SFAS No. 114 effective January 1, 1995.  At June
30, 1995, management identified impaired loans with a carrying value of $339.1
million.  The provision for losses for these impaired mortgage loans was $83.5
million at June 30, 1995.  Income accrued on these loans in the firs
t six months of 1995 was $12.1 million, including cash received of $10.6
million.

        For the six months ended June 30, 1995, scheduled principal amortization
payments and prepayments on commercial mortgage loans aggregated $248.8 million.
In addition, for the six months ended June 30, 1995, $358.3 million of
commercial mortgage loan maturity payments were scheduled, of which $134
 .8 million were paid as due.  Of the amount not paid, $136.2 million were
granted short term extensions of up to three months, $83.9 million were extended
for a weighted average of 5.7 years at a weighted average interest rate of 9.1%
and $3.4 million were delinquent or in default for non-payment o
f principal.  There were no foreclosures of maturing loans.

                                                                         - 28 -




     

        Equity Real Estate.  As of June 30, 1995, on the basis of amortized
cost, the equity real estate category included $3.56 billion (or 73.2%) acquired
as investment real estate and $1.30 billion (or 26.8.%) acquired through or in
lieu of foreclosure (including in-substance foreclosures).

        At June 30, 1995, the vacancy rate for the Company's office properties
was 15.5% in total, with a vacancy rate of 11.8% for properties acquired as
investment real estate and 25.3% for properties acquired through foreclosure.
The national commercial office vacancy rate was 15.1% (as of March 31, 1
995) as measured by CB Commercial.


LIQUIDITY AND CAPITAL RESOURCES

        Equitable Life has a commercial paper program with an issue limit of up
to $500.0 million.  This program is available for general corporate purposes and
is supported by Equitable Life's existing $350.0 million bank credit facility,
which expires in July 1997.  Equitable Life uses this program from
 time to time in its liquidity management.  At June 30, 1995, the commercial
paper program had $49.5 million outstanding and no amounts were outstanding
under the revolving credit facility.

Consolidated Cash Flows

        The net cash provided by operating activities was $660.6 million for the
six months ended June 30, 1995 compared to $118.4 million for the six months
ended June 30, 1994.

        Net cash provided by investing activities was $350.5 million for the six
months ended June 30, 1995 as compared to $466.1 million for the same period in
1994.  Cash provided by investing activities during the first half of 1995 was
primarily attributed to the $1.16 billion decrease in loans to the
 GIC Segment.  In January 1995, the GIC Segment partially repaid borrowings from
continuing operations.  Investment purchases exceeded sales, maturities and
repayments by approximately $435.4 million, partially offsetting the effect of
the GIC repayment.  In the comparable period of 1994, net cash
provided by investing activities was principally attributable to sales,
maturities and repayments of investments exceeding purchases by $538.0 million.

        Net cash used by financing activities was $973.7 million for the six
months ended June 30, 1995.  Net cash used by financing activities during the
first six months of 1995 resulted primarily from  the $1.22 billion decrease in
the amount due to the discontinued GIC Segment as a result of continuin
g operations' $1.22 billion cash settlement at the beginning of the year of its
obligation to fund the GIC Segment's accumulated deficit.  This decrease was
partially offset by deposits to policyholders' account balances exceeding
withdrawals by $39.6 million in 1995.  Net cash used by financing ac
tivities was $459.9 million for the first six months of 1994 principally due to
withdrawals from  policyholders' account balances exceeding deposits by $467.6
million.

        The operating, investing and financing activities described above
resulted in an increase in cash and cash equivalents during the first six months
of 1995 of $37.4 million to $731.0 million.

                                                                         - 29 -




     


PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

        In the Form 10-K for the year ended December 31, 1994, it was reported
that eleven complaints had been filed by various groups of shareholders of
Alliance North American Government Income Trust, Inc. (the "Fund").  On July 25,
1995, those eleven Complaints were consolidated into a Consolidated a
nd Supplemental Class Action Complaint ("Complaint") filed against the Fund,
Alliance Capital Management L.P. ("Alliance"), Alliance Capital Management
Corporation ("ACMC") (the general partner of Alliance), Alliance Fund
Distributors, Inc. (a subsidiary of Alliance), The Equitable Companies Incorp
orated (parent of Alliance), certain officers and directors of the Fund and
certain officers and directors of ACMC.  The Complaint alleges violations of
federal securities laws, fraud and breach of fiduciary duty in connection with
the Fund's investments in Mexican and Argentine securities.  The Co
mplaint seeks certification of a plaintiff class of all persons who purchased or
owned Class A, B or C shares of the Fund from March 27, 1992 through December
23, 1994.  The Complaint seeks an unspecified amount of damages, costs and
attorneys' fees.  The principal allegations of the Complaint are
that, upon the advice of Alliance, the Fund purchased debt securities issued by
the Mexican and Argentine governments in amounts that were not permitted by the
Fund's investment objective, and that there was no shareholder vote to change
the investment objective to permit purchases in such amounts.
  The Complaint further alleges that the decline in the value of the Mexican and
Argentine securities held by the Fund caused the Fund's net asset value to
decline to the detriment of the Fund's shareholders.  Alliance believes that the
allegations in this action are without merit and intends to vi
gorously defend against the claims in the action.  While the ultimate results of
this action cannot be determined, the management of Alliance does not expect
that this action will have a material adverse effect on Alliance's business.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        (a) Exhibits
            None

        (b) Reports on Form 8-K
            None
                                                                         - 30 -



     



                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   The Equitable Life Assurance Society of the
                                                United States
                                   --------------------------------------------
                                                 (Registrant)


Date: August 9, 1995                        /s/ Jerry M. de St. Paer
      --------------               --------------------------------------------
                                           Executive Vice President and
                                              Chief Financial Officer


Date: August 9, 1995                          /s/ Alvin H. Fenichel
      ---------------              --------------------------------------------
                                      Senior Vice President and Controller


                                                                         - 31 -












<TABLE> <S> <C>



<ARTICLE>                     7
       
<S>                           <C>
<MULTIPLIER>                  1,000
<FISCAL-YEAR-END>             DEC-31-1995
<PERIOD-START>                JAN-01-1995
<PERIOD-END>                  JUN-30-1995
<PERIOD-TYPE>                 6-MOS
<DEBT-HELD-FOR-SALE>           9,577,900
<DEBT-CARRYING-VALUE>          4,946,700
<DEBT-MARKET-VALUE>            5,243,700
<EQUITIES>                       644,200
<MORTGAGE>                     3,691,600
<REAL-ESTATE>                  4,412,800
<TOTAL-INVEST>                26,390,100
<CASH>                           731,000
<RECOVER-REINSURE>                     0
<DEFERRED-ACQUISITION>         3,093,000
<TOTAL-ASSETS>                65,494,200
<POLICY-LOSSES>                        0
<UNEARNED-PREMIUMS>                    0
<POLICY-OTHER>                 3,945,200
<POLICY-HOLDER-FUNDS>         21,780,600
<NOTES-PAYABLE>                1,547,500
<COMMON>                           2,500
                  0
                            0
<OTHER-SE>                     3,604,400
<TOTAL-LIABILITY-AND-EQUITY>  65,494,200
                       689,400
<INVESTMENT-INCOME>            1,055,100
<INVESTMENT-GAINS>                18,900
<OTHER-INCOME>                   469,700
<BENEFITS>                       520,700
<UNDERWRITING-AMORTIZATION>      168,800
<UNDERWRITING-OTHER>             729,600
<INCOME-PRETAX>                  209,300
<INCOME-TAX>                      56,000
<INCOME-CONTINUING>              153,300
<DISCONTINUED>                         0
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                     153,300
<EPS-PRIMARY>                          0
<EPS-DILUTED>                          0
<RESERVE-OPEN>                         0
<PROVISION-CURRENT>                    0
<PROVISION-PRIOR>                      0
<PAYMENTS-CURRENT>                     0
<PAYMENTS-PRIOR>                       0
<RESERVE-CLOSE>                        0
<CUMULATIVE-DEFICIENCY>                0

        





</TABLE>


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